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EXHIBIT
10.1
JPMORGAN CHASE &
CO.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(As amended and restated July
2001 and as of December 31, 2004)
The Deferred Compensation
Plan for Non-Employee Directors (“Plan”)
permitted annual deferrals by non-employee Directors of
JPMorgan Chase of all or a portion of their annual compensation
which would be otherwise paid and earned in the calendar following
receipt of a deferral election by the Administrator. Deferrals
under this Plan ceased as of December 31, 2004. The deferred
balances under this Plan have been frozen (other than for
investment experience thereon) and are separately accounted from
any deferrals made on or after January 1, 2005. By way of
clarification, this Plan is intended to be a grandfathered plan
under the final Treasury Regulations issued pursuant to
Section 409A of the Code and is not intended to be subject to
Section 409A of the Code.
All amounts credited to the
Accounts of Directors under this Plan represent fully vested
amounts. Changes from time to time have been made to the
hypothetical investment options offered under this Plan.
Deferrals of compensation by
Directors with respect to services performed in calendar years
commencing on or after January 1, 2005 are subject to the
JPMorgan Chase 2005 Deferred Compensation for Non-Employee
Directors. The Program represents an unsecured, unfunded promise to
make payments in the future.
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Definitions - The following are defined terms wherever they
appear in the Plan.
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1.1 |
“Administrator” shall mean the Secretary, or such
other person or committee appointed by the Chief Executive Officer
of the Corporation to be responsible for those functions assigned
to the Administrator under the Plan.
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1.2 |
“Bank” shall mean JPMorgan Chase Bank, N.A. and any
successor.
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1.3 |
“Board of Directors” shall mean the Board of
Directors of the Corporation or the Bank.
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1.4 |
“Corporation” shall mean JPMorgan Chase &
Co.
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1.5 |
“Deferred Compensation Account” or
“Account” shall mean the separate account established
under the Plan for each Participant as described in
Section 3.1.
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1.6 |
“Director” shall mean a member of the Board of
Directors who is not also an employee (or former employee) of the
Corporation or the Bank.
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1.7 |
“Participant” shall mean each Director who
participates in the Plan in accordance with the terms and
conditions of the Plan.
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1.8 |
“Plan” shall mean this Deferred Compensation Plan
for Non-Employee Directors of JPMorgan Chase & Co. and the
Bank, as amended from time to time.
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1.9 |
“Stock” shall mean the Common Stock of the
Corporation, $1.00 par value per share.
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1.10 |
“Valuation Date” shall mean the close of business
on the last business day of each calendar quarter.
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1.11 |
“Subsidiary” shall mean any corporation, which at
the time qualifies as a subsidiary of the Corporation under the
definition of “subsidiary corporation” in
Section 425(f) of the Internal Revenue Code, as amended from
time to time.
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2.1 |
Eligibility. Each Director is eligible to participate in the
Plan.
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Effective for
annual stock retainers awarded on or after November 19, 2002,
such retainers are automatically deferred into the Stock Account
described in Section 3.1(a) and are subject to the timing
election described in Section 2.2(a)(4). Annual Stock
Retainers are awarded in the form of restricted units and each unit
is the equivalent of one share of Stock. Effective
November 19, 2002, references herein to deferred Stock will
include restricted stock units.
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2.2 |
Participation in the Plan; Termination of
Participation.
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(a) |
An
individual may elect to participate by delivering a properly
executed election form to the Administrator. The election form
shall specify: (1) the amount, by percentage or by dollar
amount, of cash compensation and/or the amount (but not less than
all of Stock compensation to be deferred; (2) the allocation
of deferred cash compensation among the forms of hypothetical
investment of such deferred compensation; (3) the manner in
which deferred compensation is to be paid; (4) the date or
dates for payment of deferred compensation; and (5) the manner
of payment of deferred compensation to a Participant’s estate
in the event of death before complete distribution of deferred
compensation.
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(b) |
The
effective date for participation in the Plan by an individual who
is a Director shall be the first day of the calendar year next
beginning after
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the date that the
Administrator receives the individual’s election to
participate in the Plan. The effective date of participation in the
Plan for an individual who is not a Director shall be the date that
he or she becomes a Director if the Administrator has received an
election to participate in the Plan prior to that date.
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(c) |
A
Participant may elect to terminate participation in the Plan by
delivering written notice to the Administrator. The effective date
for termination shall be the date specified by the Participant in
the notice of termination (but not earlier than the date of such
notice).
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(d) |
The
deferral of a Participant’s compensation shall begin or end,
as appropriate, as of the effective date of the Participant’s
election to participate or of the Participant’s notice to
terminate participation, as appropriate, described in paragraphs
(b) and (c) above.
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2.3 |
Term of
Election of Deferral; Modification or Termination of Election of
Deferral.
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(a) |
An
election to defer compensation, or to modify a prior election to
defer compensation, must be made by the Participant prior to the
commencement of the period during which the compensation is earned
or to which the compensation relates and shall continue in effect
until modified or terminated by the Participant or until the
Participant ceases to be eligible to participate in the Plan. A
Participant may at any time modify or terminate an election to
defer compensation, but in each case only once in any 12-month
period.
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(b) |
A
termination of an election to defer compensation shall apply
prospectively only and shall not affect previously deferred
compensation. A Participant who terminates an election to defer
compensation is not eligible to participate in the Plan again until
12 months after the date that the Participant’s election to
terminate becomes effective under Section 2.2.
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| 3. |
Compensation Deferred.
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3.1 |
Deferred
Compensation Account.
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(a) |
A Deferred
Compensation Account shall be established for each Participant. The
Account shall consist of two parts: (1) cash compensation deferred
by a Participant under the Plan, along with hypothetical income (or
losses) on this compensation (the “Cash Account”) and
(2) compensation in the form of Stock plus Stock credited to
Participant as a result of the hypothetical reinvestment of
hypothetical
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dividends
on such Stock compensation (the ``Stock Account”). The amount
of cash deferred (plus income or less losses) shall be credited to
the Participant’s Cash Account. The number of shares of Stock
deferred, plus Stock resulting from the hypothetical reinvestment
of hypothetical dividends on deferred Stock compensation, shall be
credited to the Participant’s Stock Account.
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(b) |
Deferred
cash compensation shall be credited to the Participant’s Cash
Account as of the last day of the month during which such cash
compensation was otherwise payable to the Participant. For purposes
of hypothetical investment of cash compensation under
Section 3.3, however, deferred cash compensation shall not be
considered to be hypothetically invested until the first day of the
calendar quarter next following the date that such compensation is
credited to the Participant’s Cash Account and shall not
begin to earn income until the first day of such
quarter.
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(c) |
Deferred
Stock compensation shall be credited annually to the
Participant’s Stock Account as of December 1 or such
other date as may be specified by the Board of Directors for the
payment of Stock compensation.
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3.2 |
Amount of
Deferral. A Participant may elect to defer receipt of all or a
specified portion, by percentage or by dollar amount, of
compensation otherwise payable in cash and/or all (but not a
portion of) compensation payable in Stock
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